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💡 Typically, there is a catalog of transactions that require the consent of various parties. Thereby, a distinction is made between...
a) ⚖️
shareholder resolutions, which are passed by a simple majority of the votes cast, unless mandatory statutory provisions provide otherwise. Some items require the approval of the majority of investors.
b) 🏛️
shareholder resolutions, where the Management Board is obliged to obtain the prior approval of the Advisory Board before taking certain actions/measures, unless such actions/measures are included in the respective approved annual budget of the company.
View the bullets to the right for some exemplary discussion points:
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General
- Liquidation and dissolution of the company; application for the opening of insolvency procedures or protective screen procedures relating to the company
- Disposal of IP rights of the company and the granting of licenses with regard to IP rights of the company
- Relocation of the company’s registered office or change of its business address
- Investments in R&D projects or in assets exceeding an amount of EUR XY,000.00
Shares
- Changes to the rights, preferences, or privileges of shares
- Increase or decrease of the registered share capital
Organization
- Changes to the advisory board
- Appointment and removal of managing directors and holders of general commercial proxy
- Exemption of employees or managing directors from statutory or contractual non-compete obligations
- Conclusion, termination or amendment of employment contracts with an annual gross salary including bonuses of more than EUR XY,000.00
Financials
- Approval of the annual financial statements and the appropriation of profits
- Approval of the annual budget and plan
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